Unassociated Document


     

    Exhibit
10.1

    


    


    AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED CLARCOR INC. EXECUTIVE RETIREMENT PLAN.

    


    This
Amendment No. 1 to the Amended and Restated CLARCOR Inc. Executive Retirement
Plan is dated and effective as of December 14, 2009.

    


    WHEREAS,
CLARCOR Inc. (the “Company”) currently has in effect the Amended and Restated
CLARCOR Inc. Executive Retirement Plan with an effective date of January 1, 2008
(the “Plan”);

    


    WHEREAS,
the Board of Directors of the Company authorized the amendment of the Plan, as
further specified herein;

    


    WHEREAS,
all capitalized terms used herein have the meanings ascribed to them in the Plan
unless otherwise defined;

    


    NOW,
THEREFORE, the Plan is hereby modified as follows:

    


    
      	
               
      

            	
              1.

            	
              Amendments.

            


    

    


    
      	
               
      

            	
                         
      (a)

            	
              The
      following definitions are added to Article I of the
  Plan:

            


    

    


    “PBGC Rate” means the
“immediate” interest rate published each month by the PBGC that is used to
determine the amount of lump-sum benefits paid by PBGC under plans that PBGC
trustees.

     

    “36 Month Average PBGC
Rate” means the mathematical average of the most recently published
thirty six months of PBGC Rates as of the date on which benefits under this Plan
are to commence (i.e., the PBGC Rate in effect on such date, plus the thirty
five PBGC Rates published immediately prior thereto; divided by thirty
six).

     

    
      	
               
      

            	
                         
      (b)

            	
              Paragraph
      (a) of Article VIII of the Plan is hereby deleted and replaced in its
      entirety by the following text:

            


    

    


    (a)           A
Participant may elect to receive the payment of his benefit in one of the
following optional forms: (1) a single sum payment or (2) a single life and 15
year certain annuity.  The determination of an elected single sum
payment shall be actuarially equivalent to a single life and 15 year certain
annuity and shall be based on (i) the unisex mortality assumptions then being
used to calculate alternative benefits under the CLARCOR Pension Plan and (ii)
the 36 Month Average PBGC Rate.

    


    
      	
               
      

            	
              2.

            	
              No Further
      Amendment.  Except as set forth in the preceding
      paragraphs, the Plan and all other provisions thereof remain unchanged and
      in full force and effect as originally
adopted.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Secretary of the Company has hereunto set his hand pursuant
to the authorization from its Board of Directors.

     

    
      
        	
                CLARCOR
      Inc.

              	 
	 	 	 
	
                 

              	/s/ Richard
      M. Wolfson	 
	By:
      	Richard
      M. Wolfson	 
	Vice
      President – General Counsel and Corporate
Secretary